Contract analysis

Section 1. Identification of Certifying Officer The undersigned is Nathaniel Cross. He serves as Managing Partner and Co-Founder of Harrowgate Capital Partners LLC and as Chairman of HPE IV GP, in its capacity as general partner of Parent. The undersigned is duly authorized to execute, deliver, and perform this Certificate on behalf of both Parent and Merger Sub, and to make each of the certifications, representation

Section 2. Certification Regarding Representations and Warranties of Parent and Merger Sub The undersigned hereby certifies that the representations and warranties of Parent and Merger Sub set forth in Article V of the Merger Agreement, including without limitation the representations and warranties regarding organization and qualification, authority and enforceability, capitalization of Merger Sub, absence of confli

Section 3. Certification Regarding Performance of Covenants The undersigned hereby certifies that Parent and Merger Sub have performed or complied in all material respects with all covenants and obligations required to be performed or complied with by them under the Merger Agreement at or prior to the Closing, including without limitation the following: (a) Regulatory Approvals. Parent and Merger Sub have obtained, o

Section 4. Certification Regarding Absence of Parent Material Adverse Effect The undersigned hereby certifies that, since the date of the Merger Agreement (April 7, 2025), no event, change, effect, development, condition, circumstance, or occurrence has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the ability of Parent or Merger Sub to c

Section 5. Certification Regarding Financing The undersigned hereby confirms that, as of the Closing Date, the full proceeds of the debt financing contemplated by the Debt Commitment Letter are available to be funded at Closing in accordance with the terms and conditions of the Debt Commitment Letter and the definitive credit documentation entered into in connection therewith, and all conditions precedent to the fund

Section 6. Certification Regarding Merger Sub The undersigned hereby confirms as follows with respect to Pinnacle Merger Sub, Inc.: (a) Merger Sub was duly incorporated in the State of Delaware on March 18, 2025, and has been maintained as a direct, wholly owned subsidiary of Parent at all times since its date of incorporation. The sole incorporator of Merger Sub was Jonah Whitfield, an associate at Marsden & Holt LL

Section 7. Certification Regarding Limited Guarantee The undersigned hereby confirms that the Limited Guarantee (the "Limited Guarantee"), dated as of April 7, 2025, executed and delivered by Parent in favor of the Company, guaranteeing the payment obligations of Merger Sub under the Merger Agreement, including without limitation Merger Sub's obligation to pay the reverse termination fee in the amount of $58,800,000

Section 8. Certification Regarding No Litigation The undersigned hereby certifies that, as of the Closing Date, there is no action, suit, claim, proceeding, arbitration, investigation, or inquiry pending or, to the knowledge of the undersigned (after due inquiry), threatened in writing against Parent, Merger Sub, HPE IV GP, or any of their respective affiliates, directors, officers, managers, or members, before any c

Section 9. Certification Regarding Governmental Approvals The undersigned hereby certifies that all consents, approvals, orders, authorizations, permits, licenses, and clearances of, and all filings, registrations, declarations, and notifications with, any governmental authority that are required to be obtained or made by Parent or Merger Sub in connection with the execution, delivery, and performance of the Merger A

Section 10. Reliance; No Other Representations This Certificate is being delivered by the undersigned solely for the purpose of satisfying the conditions to the Closing set forth in Section 7.03 of the Merger Agreement, and may be relied upon by the Company, its board of directors, and its legal counsel, Calloway, Briggs & Harmon LLP, solely for the purpose of determining whether the conditions set forth in Section 7

Section 11. Governing Law This Certificate shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware, consistent with and subject to Section 9.09 o

1. FIRPTA Certificate of the Company, certifying that the Company is not, and has not been during the applicable period, a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Internal Revenue Code of 1986, as amended, together with the related notice to the Internal Revenue Service, in each case in accordance with Treasury Regulations Section 1.1445-2(c)(3);

2. Legal opinions of Marsden & Holt LLP, Delaware counsel to Parent and Merger Sub, as to (a) the due organization and valid existence of Parent under the laws of the State of Delaware, (b) the due incorporation and valid existence of Merger Sub under the laws of the State of Delaware, (c) the due authorization, execution, and delivery of the Merger Agreement by each of Parent and Merger Sub, and (d) the enforceabili

3. Executed copies of all ancillary agreements contemplated by the Merger Agreement, including the Escrow Agreement, the Management Rollover Agreements, the Non-Competition and Non-Solicitation Agreements, and the Stockholders' Agreement;

4. The Certificate of Merger, duly executed by Merger Sub and the Company, to be filed with the Secretary of State of the State of Delaware simultaneously with the Closing in accordance with Section 251 of the DGCL;

5. The Officer's Certificate of the Company, certifying the Company's compliance with its own closing conditions set forth in Section 7.02 of the Merger Agreement, including the accuracy of the Company's representations and warranties and the performance of the Company's covenants and obligations; and

6. All other documents, instruments, certificates, and deliverables required to be delivered by Parent or Merger Sub at or prior to the Closing pursuant to the Merger Agreement and the Closing Checklist. This Certificate, together with all exhibits and attachments hereto, constitutes a Closing deliverable under the Merger Agreement and is subject to the terms and conditions of the Merger Agreement. This Certificate m